SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STAMPER BRADLEE F

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

45263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2003

3. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,447⁽¹⁾	D
Common Stock	797.62	I	As Custodian for Child
Common Stock	75	I	As Agent for Child
Common Stock	610.7	I	As Custodian for Child
Common Stock	95	I	As Agent for Child
Common Stock	7,373.36	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	5,405.6861	⁽³⁾	D
Option to Purchase	07/19/1994	07/19/2004	Common Stock	20,251	$10.321	D
Option to Purchase	06/20/1995	06/20/2005	Common Stock	25,313	$11.0617	D
Option to Purchase	07/18/1996	07/18/2006	Common Stock	33,751	$15.6297	D
Option to Purchase	05/08/1997	05/08/2007	Common Stock	50,627	$22.7037	D
Option to Purchase	03/17/1998	03/17/2008	Common Stock	56,252	$36.8611	D
Option to Purchase	03/11/1999	03/11/2009	Common Stock	56,250	$48.875	D
Option to Purchase	03/22/2000	03/22/2010	Common Stock	60,000	$40.1667	D
Option to Purchase	04/05/2001⁽⁴⁾	04/05/2011	Common Stock	75,000	$50.8125	D
Option to Purchase	04/22/2002⁽⁵⁾	04/22/2012	Common Stock	75,000	$68.01	D
Option to Purchase	03/28/2003⁽⁶⁾	03/28/2013	Common Stock	60,000	$51.46	D

Explanation of Responses:

1. Pursuant to the Fifth Third Bancorp Stock Option Gain Deferral Plan, Mr. Stamper elected to defer receipt of 2,205 shares of common stock issuable upon exercise of an option. As a result, 2,205 shares of phantom stock have accrued to his Deferred Stock Unit Account under the Plan. Because these phantom stock units may only be settled by a one-for-one delivery of shares of common stock upon expiration of the deferral period, Mr. Stamper is currently deemed to be the direct beneficial owner of these shares which are included in his aggegate beneficial ownership on Table I.

2. Acquired pursuant to The Fifth Third Bancorp Non Qualified Deferred Compensation Plan.

3. The units are to be settled in Fifth Third Bancorp common stock on a 1-for-1 basis after termination of employment.

4. Indicates grant date. Options are exercisable as follows: 25% on grant date; 50% one year from grant; 75% two years from grant and 100% three years from grant.

5. Indicates grant date. Option are exercisable as follows: 25% six months from grant date; 50% one year from grant; 75% two years from grant and 100% three years from grant.

6. Indicates grant date. Options are exercisable as follows: 25% one year from grant date; 50% two years from grant; 75% three years from grant and 100% four years from grant.

Remarks:

	Paul L. Reynolds, as Attorney-in-Fact for Bradlee F. Stamper	12/24/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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